The Nasdaq Capital Market (“Nasdaq”), Proposal 1 (election of directors) is not a “routine” proposal. Conversely, Proposal 2 (ratification of the appointment of Maggart & Associates, P.C.) is a “routine” proposal. IfA broker non-vote occurs when a broker bank, or other agent indicatesholding shares for a beneficial owner does not vote on a proxy cardparticular proposal because the broker does not have discretionary voting power with respect to that itproposal and has not received voting instructions from the beneficial owner. Proposals 1, 2, and 3 are considered non-routine matters. Proposal 4 is considered a routine matter. Therefore, your broker has discretionary authority to vote your shares with respect to Proposal 4. In the absence of specific instructions from you, your broker does not have discretionary authority to vote certainyour shares on Proposalwith respect to Proposals 1, a non-routine proposal, then those2, or 3. Although broker non-votes are counted as shares will be treated as broker non-votesthat are present at the Annual Meeting and entitled to vote for purposes of Proposal 1 anddetermining the presence of a quorum, they will not be counted as a “FOR” or “AGAINST” votevotes cast and will not have any effect on voting for purposes of Proposal 1. Conversely, brokers, banks, and other agents will have the discretionary authority to vote “FOR” or “AGAINST” Proposal 2 if you do not instruct your broker, bank, or other agent otherwise.non-routine proposal presented at the Annual Meeting.
Yes. If you are the record holder of your shares, you may revokechange your vote by revoking your proxy in any of the following ways:
You may change your vote at any time before the proxy is exercised by re-submittingresubmitting your vote via the Internet or by telephone;
You may submit another properly completed proxy card bearing a later date which is received by 11:59 p.m., Eastern Time, on May 13, 2020;12, 2021;
You may send a written notice that you are revoking your proxy to Reliant Bancorp, Inc., 6100 Tower Circle, Suite 120, Franklin, Tennessee 37067, Attention: Chief Financial Officer, andwhich must be received by 11:59 p.m., EasternCentral Time, on May 13, 2020;12, 2021; or
You may attend the Annual Meeting and notify the election officials that you wish to revoke your proxy and vote in person (however,person. However, your attendance at the Annual Meeting will not, by itself, revoke your proxy).proxy.
If your shares are held by your broker, bank, or other agent as your nominee, you should follow the instructions provided by your broker, bank, or other agent.
How many shares must be present to constitute a quorum for the Annual Meeting?
A quorum of shareholdersshares is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares entitled to vote are represented at the Annual Meeting. As of the close of business on the Record Date, there were 11,718,03316,385,222 shares of common stock outstanding and entitled to vote.outstanding. Thus, 5,859,0178,192,612 shares of common stock must be represented at the Annual Meeting to have a quorum.
Your shares will be counted towards the quorum if you vote in person at the Annual Meeting, submit a valid proxy (or one is submitted on your behalf by your broker, bank, or other agent) or give your proxy authorization over the Internet or by telephone. Additionally, abstentions and broker non-votes will also be counted towards the quorum requirement. Those shareholdersShareholders using the webcast option to listen to the Annual Meeting will not be counted as present; therefore, thosethese shareholders will need to vote by proxy prior to the Annual Meeting if they wish for their shares to count as present for quorum purposes at the Annual Meeting. If there is no quorum, the Chairman of the Annual Meeting may adjourn or postpone the meeting until a later date.
Votes will be counted by the inspector of election appointed for the Annual Meeting who will separately count (i) “FOR” and “AGAINST” votes, abstentions, if any, and broker non-votes, if any, with respect to Proposal 1 (election of directors)director nominees) and Proposal 2 (non-binding advisory vote on the compensation of the Company’s named executive officers); (ii) “ONE YEAR,” “TWO YEARS,” “THREE YEARS,” votes, abstentions, if any, and broker non-votes, if any, with respect to Proposal 3 (non-binding advisory vote on the frequency of holding non-binding advisory votes on the compensation of the Company’s named executive officers); and (iii) “FOR” and “AGAINST” votes, and abstentions, if any, with respect to Proposal 24 (ratification of the appointment of Maggart & Associates, P.C.)independent registered public accounting firm).